UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 25, 2011
EMPIRE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20193 73-1238709
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4444. E. 66th Street, Lower Annex, Tulsa, OK 74136-4207
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (918-488-8068)
8801 S. Yale, Suite 120, Tulsa, OK 74137-3575
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure.
On January 25, 2011, the registrant sent a letter to its shareholders to
bring them up-to-date on the registrant's current activities. A copy of the
letter is attached to this report as Exhibit 99.1 and is being furnished
pursuant to Regulation FD.
This Current Report on Form 8-K includes certain statements that may be
deemed "forward-looking statements" within the meaning of federal securities
laws. All statements, other than statements of historical facts, that address
activities, events or developments that the registrant expects, believes or
anticipates will or may occur in the future, including future sources of
financing and other possible business developments, are forward-looking
statements. Such statements are subject to a number of assumptions, risks and
uncertainties and could be affected by a number of different factors, including
the registrant's failure to secure the short and long-term financing
necessary to sustain and grow its operations, increased competition, changes in
the markets in which the registrant participates and the technology utilized by
the registrant and new legislation regarding environmental matters. These
risks and other risks that could affect the registrant's business are more
fully described in reports it files with the Securities and Exchange
Commission, including its Form 10-K for the fiscal year ended December 31,
2009. Actual results may vary materially from the forward-looking statements.
The registrant undertakes no duty to update any of the forward-looking
statements in this Current Report on Form 8-K or any exhibits hereto.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Letter to the shareholders of Empire Petroleum
Corporation dated January 25, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: January 26, 2011
Empire Petroleum Corporation
BY: /s/Albert E. Whitehead
President and Chief Executive Officer
EXHIBIT 99.1
Empire Petroleum Corporation
4444 E. 66th Street, Lower Annex
Tulsa, OK 74136-4207
January 25, 2011
Dear Shareholder:
Since our last report to you the Company drilled a follow-up well to the
Empire Cobble Cuesta Unit 1-12 in western Nye County, Nevada. The 2-12 test
well is located about three fourths of a mile northeast of the 1-12 well and has
been classified as an oil discovery by the Bureau of Land Management (BLM). The
Company tested a small amount of oil with heavy paraffin content and elected not
to complete the well. It was the Company's determination that the well would
not be commercial. However, one of our lease co-owners elected to take over the
lease and well, and, in return for carrying out additional testing, the BLM
granted them an extension of the otherwise expiring lease. In exchange for an
assignment of the lease and well the acquiring company agreed to assume Empire's
liability of plugging both the 1-12 and 2-12 wells, restoring the well sites and
returning Empire's $25,000 drilling bond. The cost of abandoning, restoring and
reseeding the well sites is estimated to be about $100,000.
Empire is furnishing drilling, testing and other prospect data in its
possession to the company that plans to do further testing of the 2-12 well. We
doubt the well will be economic even if they improve the production rate.
However, it is our belief that we have made a significant discovery in western
Nevada to the extent that we have established there is producible oil in the
very large Cobble Cuesta structure and anything we can learn from further
testing of the 2-12 well could be of significant value to Empire's acreage
position.
Subject to confirmation after the results of the additional studies, we
believe we will drill, or cause to be drilled through farmout, another test well
on this prospect in 2011, probably during the summer. We have yet to test the
Triassic formation in this prospect which we consider the most likely reservoir
for any significant discovery that might be made.
The Company's leasehold position in the Gabbs Valley, Nevada prospect has
been reduced from 92,825.65 acres to 48,541.27 acres due to lease expirations.
The remaining leaseholds have long terms remaining mostly to 2016 and 2019.
The Company is also looking into the possibility of drilling a well on its
South Okie Tensleep prospect in Wyoming. New engineering studies have estimated
the potential oil recovery of this prospect from 1,000,000 to 4,000,000 barrels
of oil. We are also studying the possibility of drilling the Tensleep formation
horizontally for potentially higher recovery rates. Subject to additional
financing or entering into a farmout arrangement, this test well could be
drilled by June or July of 2011.
Shareholders
January 25, 2011
Page 2
Subject to the results of continued studies on the Nevada and Wyoming
Prospects the Company believes it will want to drill these prospects itself.
However, it might be prudent to farmout the Nevada test due to the high cost of
drilling. The decision will be made after the additional studies have been
completed and additional testing of the 2-12 well has been evaluated.
Statements in this letter other than purely historical information, including
statements relating to the Company's future plans and objectives or expected
results, constitute "forward-looking statements" within the meaning of Federal
securities laws. Forward-looking statements are based on numerous assumptions
and are subject to all of the risks and uncertainties incident to the Company's
business, including risks relating to the Company's ability to secure a third
party farmee or raise additional capital to develop its prospect, risks inherent
oil and gas exploration and development and other risks described in the reports
and statements filed by the Company with the Securities and Exchange Commission.
As a result, actual results may vary materially from those described in the
forward-looking statements. To see copies of our 10-K's and 10-Q's please go
to the following website: http://www.sec.gov/edgar.shtml. If you have any
questions about our activities, please feel free to write or call the Company at
(918) 488-8068.
Yours very truly,
A. E. Whitehead
President
AEW/gs
